Form 8-K
8-K — Aligos Therapeutics, Inc.
Accession: 0001193125-26-285426
Filed: 2026-06-26
Period: 2026-06-25
CIK: 0001799448
SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Submission of Matters to a Vote of Security Holders
Item: Financial Statements and Exhibits
Documents
8-K — d70452d8k.htm (Primary)
EX-10.1 (d70452dex101.htm)
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8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 25, 2026
Aligos Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-39617
82-4724808
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)
One Corporate Dr., 2nd Floor
South San Francisco, CA
94080
(Address of principal executive offices)
(Zip Code)
(800) 466-6059
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of each exchange
on which registered
Common Stock, $0.0001 par value per share
ALGS
The Nasdaq Stock Market LLC
(Nasdaq Capital Market)
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 25, 2026, Aligos Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As further described in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting, the Company’s stockholders approved an amendment (the “ESPP Amendment”) to the Company’s 2020 Employee Stock Purchase Plan (the “ESPP”), which was approved by the Board of Directors (the “Board”) on April 22, 2026 and became effective upon stockholder approval at the Annual Meeting.
The ESPP Amendment amends the ESPP (as amended, the “Amended ESPP”) to (i) reserve an additional 500,000 shares for issuance under the Amended ESPP and make them available for purchase under the Amended ESPP’s offering periods, including the offering period that commenced under the ESPP on November 15, 2025, and (ii) eliminate the “evergreen” provision in the ESPP, which currently provides for automatic annual increases to the share reserve through 2030, such that the share reserve under the Amended ESPP will be a fixed number of shares not subject to any further automatic increases.
The terms and conditions of the Amended ESPP are described in the section entitled “Proposal 3 – Approval of Amendment to our 2020 Employee Stock Purchase Plan” included in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2026 (the “Proxy Statement”). This description is incorporated by reference into Item 5.02 of this Current Report on Form 8-K.
The above and the incorporated descriptions of the Amended ESPP are qualified in their entirety by reference to the ESPP Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07
Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Proxy Statement. Only stockholders of record as of the close of business on April 27, 2026, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 5,388,223 shares of the Company’s voting common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:
Proposal 1. The election of two Class III directors to hold office until the 2029 annual meeting of stockholders or until their respective successors are duly elected and qualified. The results of the vote were as follows:
Nominee
Votes For
Votes Withheld
Broker Non-Votes
Bridget Martell, M.A., M.D.
2,092,164
88,707
1,613,003
Carole Nuechterlein, J.D.
2,086,481
94,390
1,613,003
Proposal 2. The ratification of the selection by the audit committee of the Board of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026. The results of the vote were as follows:
Votes For
Votes Against
Abstentions
3,786,255
7,484
135
As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.
Proposal 3. The approval of an amendment to the ESPP to (i) reserve an additional 500,000 shares for issuance under the Amended ESPP and make them available for purchase under the Amended ESPP’s offering periods, and (ii) eliminate the “evergreen” provision in the ESPP. The results of the vote were as follows:
Votes For
Votes Against
Abstentions
Broker
Non-Votes
2,161,966
17,797
1,108
1,613,003
Proposal 4. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers. The results of the vote were as follows:
Votes For
Votes Against
Abstentions
Broker
Non-Votes
2,074,434
98,358
8,079
1,613,003
Proposal 5. The approval, on a non-binding, advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers. The results of the vote were as follows:
One Year
Two Years
Three Years
Abstentions
Broker
Non-Votes
2,077,884
2,947
97,350
2,690
1,613,003
Based on these voting results, and the recommendation of the Company’s Board that was included in the Proxy Statement, the Company has determined that it will hold future advisory votes on the compensation of the Company’s named executive officers on an annual basis until the next stockholder advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
Description
10.1
Amendment to the Aligos Therapeutics, Inc. 2020 Employee Stock Purchase Plan.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ALIGOS THERAPEUTICS, INC.
Date: June 26, 2026
By:
/s/ Lesley Ann Calhoun
Lesley Ann Calhoun
Executive Vice President, Chief Operating Officer and Chief Financial Officer
EX-10.1
EX-10.1
Filename: d70452dex101.htm · Sequence: 2
EX-10.1
Exhibit 10.1
AMENDMENT TO
ALIGOS
THERAPEUTICS, INC.
2020 EMPLOYEE STOCK PURCHASE PLAN
THIS AMENDMENT (this “Amendment”) to the Aligos Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the
“Plan”) is made and adopted by the Board of Directors (the “Board”) of Aligos Therapeutics, Inc., a Delaware corporation (the “Company”), subject to, and effective upon, the approval of the
Company’s stockholders (the date of such approval, the “Effective Date”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Plan.
RECITALS
WHEREAS,
pursuant to Section 7.5 of the Plan, the Board has the authority to amend the Plan from time to time, including to increase the maximum aggregate number of shares of Common Stock available for issuance thereunder, subject to approval of the
Company’s stockholders; and
WHEREAS, the Board believes it is in the best interests of the Company and its stockholders to amend
the Plan as set forth herein.
NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as follows, subject to approval of the
increase in reserved shares of Common Stock provided by this Amendment by the Company’s stockholders:
AMENDMENT
1.
Amendment to Article V, Section 5.1. Article V, Section 5.1 of the Plan is
hereby amended and restated in its entirety to read as follows: “Common Stock Reserved. Subject to adjustment as provided in Section 5.2 hereof, the maximum number of shares of Common Stock that shall be made available for sale
under the Plan shall be 694,714 shares. Shares made available for sale under the Plan may be authorized but unissued shares, treasury shares of Common Stock, or reacquired shares reserved for issuance under the Plan.”
2.
This Amendment shall be and is hereby incorporated into and forms a part of the Plan.
3.
Except as expressly provided herein, all terms and conditions of the Plan shall remain in full force and
effect.
(Signature Page Follows)
The undersigned, being the duly appointed and acting Assistant Secretary of Aligos
Therapeutics, Inc., hereby certifies that the foregoing amendment was duly approved and adopted by the Board of Directors of the Company and the stockholders of the Company effective as of the Effective Date.
/s/ Lesley Ann Calhoun
Lesley Ann Calhoun
Assistant Secretary
[Signature Page to
Amendment to the Aligos Therapeutics, Inc. 2020 Employee Stock Purchase Plan]
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